ANHEUSER-BUSCH INBEV SA/NV - Anheuser-Busch InBev announces approval of its shareholders for combination with SABMiller

Anheuser-Busch InBev announces approval of its shareholders for combination with SABMiller

Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106.
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ABI
JSE Share Code: ANB
ISIN: BE0003793107
NYSE ADS Code: BUD
ISIN: US03524A1088

The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007
regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF THAT JURISDICTION.


ANHEUSER-BUSCH INBEV ANNOUNCES APPROVAL OF ITS
SHAREHOLDERS FOR COMBINATION WITH SABMILLER

Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB)
announces the results from today’s AB InBev General Meeting in connection with the proposed business
combination between SABMiller plc (“SABMiller”) and AB InBev (the “Combination”). AB InBev
shareholders expressed their support for the Combination by passing all resolutions that were proposed in
connection with the Combination.

Commenting on the shareholder vote, Carlos Brito, CEO of AB InBev said: “We are pleased that our
shareholders’ vote brings us one step closer to combining our companies, teams, strong heritage and
passion for brewing. We are committed to driving long-term growth and creating value for all our
stakeholders.”

AB InBev also announces that the combined group will retain the name Anheuser-Busch InBev SA/NV
following completion of the Combination, and therefore Newbelco SA/NV (“Newbelco”) will be renamed
accordingly.

Full details of all resolutions passed are set out in the convening notice to attend the AB InBev General
Meeting that was published on 26 August 2016 and is available at www.ab-inbev.com.

Details of the votes cast on all of the resolutions can be found in the minutes of the meeting, a copy of
which will be made available on www.ab-inbev.com and www.globalbrewer.com.

Should SABMiller shareholders approve the resolutions at the UK Scheme Court Meeting and the SABMiller
General Meeting, and Newbelco shareholders approve the resolutions at the Newbelco General Meeting, all
due to be held today, the Combination is expected to complete on 10 October 2016, subject to the
satisfaction or waiver of certain conditions as set out in Part V of the UK Scheme Document.

The indicative timetable remains as announced on 26 August 2016 save that it is expected that the listing
of the SABMiller Shares on the London Stock Exchange will be suspended at 7:30 a.m. on 5 October 2016,
the SABMiller Shares will be delisted from the London Stock Exchange by 8.00 a.m. on 6 October 2016,
the Applicable Rate will be announced at the opening of the markets in South Africa on 12 October 2016
and the expected date for the despatch of cheques, electronic funds transfers and crediting of CREST and
the STRATE system accounts for cash proceeds due under the Belgian Offer will be 13 October 2016.

The expected timetable of principal events is as follows:
Event                                                                Time and/or date(1)


UK Scheme Court Meeting                                              9.00 a.m. on 28 September 2016




                                                          1
SABMiller General Meeting                                        9.15 a.m. on 28 September 2016(2)


Newbelco General Meeting                                         11.00 a.m. (Brussels time) on 28
                                                                 September 2016
Last day to trade in SABMiller Shares on the South African       29 September 2016
Register
Suspension of listing of SABMiller Shares on the                 At start of day on 30 September 2016(3)
Johannesburg Stock Exchange
UK Scheme Court Sanction Hearing                                 4 October 2016(4)(5)


Last day of dealings in, and for registration of transfers of,   4 October 2016
and disablement in CREST of, SABMiller Shares on the UK
Register

UK Scheme Record Time                                            6.00 p.m. on 4 October 2016


Expected UK Scheme Effective Time                                6.15 p.m. on 4 October 2016


Suspension of listing of SABMiller Shares on the London          7.30 a.m. on 5 October 2016
Stock Exchange
Delisting of SABMiller Shares on the Johannesburg Stock          By 8.00 a.m. on 5 October 2016
Exchange
Delisting of SABMiller Shares on the London                      By 8.00 a.m. on 6 October 2016
Stock Exchange

Capital Increase, issue of Initial Newbelco Shares to            6 October 2016
SABMiller Shareholders and the Re-registration

Last day of trading in AB InBev Shares on the Johannesburg       7 October 2016
Stock Exchange
Belgian Offer opens                                              8 a.m. (9 a.m. Brussels time) on 7 October
                                                                 2016
Latest time for lodging, changing/amending the GREEN Form        6 p.m. (7 p.m. Brussels time) on 7 October
of Election or for making an Electronic Election                 2016(6)

Belgian Offer Closes                                             6 p.m. (7 p.m. Brussels time) on 7 October
                                                                 2016
Reclassification and Consolidation                               By 11 a.m. (12 p.m. Brussels time) on 8
                                                                 October 2016
Suspension of listing of AB InBev Shares on the                  By 8 a.m. (South African standard time) on
Johannesburg Stock Exchange                                      10 October 2016
Last day of trading in AB InBev Shares on Euronext Brussels      10 October 2016


Suspension of trading of AB InBev Shares on the Mexico           11 a.m. (Mexico time) on 10 October 2016
Stock Exchange
Belgian Merger (between AB InBev and                             7 p.m. (8 p.m. Brussels time) on 10
Newbelco) becomes effective                                      October 2016
Issue of New Ordinary Shares to AB InBev Shareholders and        On or around 7 p.m. (8 p.m. Brussels time)
registration in Newbelco’s share register                        on 10 October 2016

Delisting of AB InBev Shares from Euronext Brussels and the      Before opening of the respective markets
Mexico Stock Exchange                                            on 11 October 2016




                                                        2
New Ordinary Shares listed and commencement of dealings        At opening of the respective markets on 11
in the New Ordinary Shares on Euronext Brussels, the           October 2016
Johannesburg Stock Exchange and the Mexico Stock
Exchange, and commencement of trading of Newbelco ADSs
on the NYSE

Announcement of the Applicable Rate                            At opening of markets in South Africa on
                                                               12 October 2016
Expected and last date for despatch of cheques, electronic     13 October 2016
funds transfers and crediting of CREST and the STRATE
system accounts for cash proceeds due under the Belgian
Offer

Delisting of AB InBev Shares on the Johannesburg Stock         By 8 a.m. (South African standard time) on
Exchange                                                       13 October 2016
Long Stop Date                                                 11 May 2017(7)
Notes:

(1) All times shown in the above timetable are London times unless otherwise stated. The dates and times
given are indicative only and are based on AB InBev’s and SABMiller’s current expectations and may be
subject to change. If any of the times and/or dates above change, AB InBev will give adequate notice of
the revised times and/or dates by issuing a further press release and by making such press release
available on AB InBev’s website www.abinbev.com and also at www.globalbrewer.com.

(2) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the UK
Scheme Court Meeting.

(3) SABMiller Shares on the South African Register cannot be rematerialized or dematerialized from the
commencement of trade on 30 September 2016.

(4) Or, if later, not later than 30 Business Days after the satisfaction or waiver of all of the Conditions
other than the Post Scheme Sanction Conditions and the Condition set out in paragraph (a)(iii) of Part (A)
of Part V of the UK Scheme Document (or such later date as SABMiller and AB InBev may agree and the
UK Court may allow). In such event, the events in this timetable which are scheduled to occur after the UK
Scheme Court Sanction Hearing will be postponed accordingly.

(5) The precise timing of the UK Scheme Court Sanction Hearing will be set out on HM Courts & Tribunals
Service’s website at www.justice.gov.uk/courts/court-lists one business day in advance.

(6) As at the close of trading on the last day of dealings in SABMiller Shares prior to the UK Scheme
Effective Time, there may be unsettled, open trades for the sale and purchase of SABMiller Shares within
the CREST system. The SABMiller Shares that are the subject of such unsettled trades will be treated
under the UK Scheme in the same way as any other SABMiller Share registered in the name of the
relevant seller under that trade. Consequently, SABMiller Shareholders on the SABMiller Register at the UK
Scheme Record Time with SABMiller Shares linked to an election for the Partial Share Alternative will
receive the Initial Newbelco Shares in accordance with the terms of the UK Scheme. PLEASE NOTE THAT
NO TRANSFERS OF RESTRICTED NEWBELCO SHARES WILL BE PERMITTED FOLLOWING COMPLETION TO
SETTLE ANY UNSETTLED TRADES DUE TO THE RESTRICTIONS ON THE TRANSFERABILITY OF THE
RESTRICTED NEWBELCO SHARES, AS DESCRIBED IN PARAGRAPH 3 OF APPENDIX V OF THE UK SCHEME
DOCUMENT. CONSEQUENTLY, PRIOR TO MAKING AN ELECTION FOR THE PARTIAL SHARE ALTERNATIVE,
SABMILLER SHAREHOLDERS SHOULD NOTE THAT THEY WILL BE UNABLE TO FULFIL ANY OBLIGATION TO
DELIVER RESTRICTED NEWBELCO SHARES TO A RELEVANT BUYER UNDER AN UNSETTLED TRADE IN THE
CREST SYSTEM.

(7) This is the latest date by which the Transaction must become effective unless SABMiller and AB InBev
agree, and (if required) the UK Court and the Panel allow, a later date.




                                                     3
Defined terms used but not defined in this announcement have the meanings set out in the scheme
document published by SABMiller on 26 August 2016.

English, French and Dutch versions of this press release will be available on www.ab-inbev.com.


About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexico (MEXBOL: ABI) and South Africa (JSE: ANB) stock exchanges and with American Depositary Receipts on
the New York Stock Exchange (NYSE: BUD). It is the leading global brewer and one of the world’s top five consumer
products companies. Beer, the original social network, has been bringing people together for thousands of years and the
company’s portfolio of well over 200 beer brands continues to forge strong connections with consumers. This includes
global brands Budweiser®, Corona® and Stella Artois®; international brands Beck’s®, Leffe® and Hoegaarden®; and
local champions Bud Light®, Skol®, Brahma®, Antarctica®, Quilmes®, Victoria®, Modelo Especial®, Michelob Ultra®,
Harbin®, Sedrin®, Klinskoye®, Sibirskaya Korona®, Chernigivske®, Cass® and Jupiler®. Anheuser-Busch InBev’s
dedication to quality goes back to a brewing tradition of more than 600 years and the Den Hoorn brewery in Leuven,
Belgium, as well as the pioneering spirit of the Anheuser & Co brewery, with origins in St. Louis, USA since 1852.
Geographically diversified with a balanced exposure to developed and developing markets, Anheuser Busch InBev
leverages the collective strengths of more than 150,000 employees based in 26 countries worldwide. In 2015, AB InBev
realized 43.6 billion US dollar revenue. The company strives to be the Best Beer Company Bringing People Together For
a Better World. For more information, please visit: www.ab-inbev.com.



CONTACTS

Media                                                                 Investors

Marianne Amssoms                                                      Graham Staley
Tel: +1-212-573-9281                                                  Tel: +1-212-573-4365
E-mail: marianne.amssoms@ab-inbev.com                                 E-mail: graham.staley@ab-inbev.com

Karen Couck                                                           Heiko Vulsieck
Tel: +1-212-573-9283                                                  Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com                                      E-mail: heiko.vulsieck@ab-inbev.com

Kathleen Van Boxelaer                                                 Lauren Abbott
Tel: +32-16-27-68-23                                                  Tel: +1-212-573-9287
E-mail: kathleen.vanboxelaer@ab-inbev.com                             E-mail: lauren.abbott@ab-inbev.com


AB InBev Communications Adviser – Brunswick

Steve Lipin (Brunswick Group US)
Tel: +1 212 333 3810
E-mail: slipin@brunswickgroup.com

Katie Ioanilli (Brunswick Group UK)
Tel: +44 20 7404 5959
E-mail: kioanilli@brunswickgroup.com


European Shareholder Helpline – Georgeson

Free phone number 00800 3814 3814
Toll number +44 (0)117 3785 209


28 September 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited




                                                           4
NOTES

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant
dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.




                                                              5
Forward Looking Statements

This press release contains “forward-looking statements”. These statements are based on the current expectations and
views of future events and developments of the management of AB InBev and are naturally subject to uncertainty and
changes in circumstances. The forward-looking statements contained in this release include statements relating to AB
InBev’s proposed business combination with SABMiller (including with respect to the expected timing and scope of these
transactions), and other statements other than historical facts. Forward-looking statements include statements typically
containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”,
“likely”, “foresees” and words of similar import. All statements other than statements of historical facts are forward-
looking statements. You should not place undue reliance on these forward-looking statements, which reflect the current
views of the management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and SABMiller
and are dependent on many factors, some of which are outside of AB InBev’s control. There are important factors, risks
and uncertainties that could cause actual outcomes and results to be materially different, including the satisfaction of
the conditions to the transactions described herein, the ability to obtain the regulatory approvals related to the
transactions and the ability to satisfy any conditions required to obtain such approvals, and the risks relating to AB
InBev described under Item 3.D of its Annual Report on Form 20-F (“Form 20-F”) filed with the US Securities and
Exchange Commission (“SEC”) on 14 March 2016, the principal risks described on pages 16 to 17 of SABMiller’s Annual
Report and Accounts for the year ended 31 March 2016 and the risks described under “Risk Factors” of Newbelco’s
Registration Statement on Form F-4, filed with the SEC on 26 August 2016. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the forward-looking statements. There can be no certainty
that the proposed transactions will be completed on the terms described herein or at all.

The forward-looking statements should be read in conjunction with the other cautionary statements that are included
elsewhere, including AB InBev’s most recent Form 20-F, Newbelco’s Registration Statement on Form F-4, reports
furnished on Form 6-K, and any other documents that AB InBev, SABMiller or Newbelco have made public. Any forward-
looking statements made in this communication are qualified in their entirety by these cautionary statements, and there
can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, AB InBev or its business or
operations. Except as required by law, AB InBev undertakes no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise.

Future SEC Filings and This Filing: Important Information

In connection with the business combination of AB InBev and SABMiller, Newbelco SA/NV (a Belgian limited liability
company formed for the purposes of such transaction) filed a registration statement on Form F-4, which includes a
prospectus, with the SEC on 26 August 2016. The prospectus has been mailed to the holders of American Depositary
Shares of AB InBev and holders of ordinary shares of AB InBev (other than holders of ordinary shares of AB InBev who
are non-U.S. persons (as defined in the applicable rules of the SEC)). INVESTORS ARE URGED TO READ THE
PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AB INBEV, SABMILLER, NEWBELCO, THE
TRANSACTION AND RELATED MATTERS. Investors will be able to obtain a free copy of the prospectus and other such
filings without charge, on the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. Copies
of such documents may also be obtained from AB InBev, without charge, once they are filed with the SEC.

Notice to US investors

US holders of SABMiller shares should note that the steps of any transaction requiring approval by SABMiller
shareholders is expected to be implemented under a UK scheme of arrangement provided for under English company
law. As such, it is expected that any shares to be issued under the transaction to SABMiller shareholders will be issued
in reliance upon the exemption from the registration requirements of the US Securities Act of 1933, provided by Section
3(a)(10) thereof and will be subject to UK disclosure requirements (which are different from those of the United States).
The transaction may instead be implemented by way of a takeover offer under English law. If so, any securities to be
issued under the transaction to SABMiller shareholders will be registered under the US Securities Act, absent an
applicable exemption from registration. If the transaction is implemented by way of UK takeover offer, it will be done in
compliance with the applicable rules under the US Exchange Act of 1934, including any applicable exemptions provided
under Rule 14d-1(d) thereunder.




                                                            6
Additional Information

This communication is for informational purposes only. This filing shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This
communication is not a substitute for the registration statement on Form F-4 filed on 26 August 2016 with the SEC or
any other document relating to the combination that may be published by AB InBev, SABMiller or Newbelco. The
combination, including the Belgian merger of AB InBev into Newbelco, has not yet commenced. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

The making of an offer of securities in relation to the combination to specific persons who are residents in, or nationals
or citizens of, certain jurisdictions or to custodians, nominees or trustees of such persons may be made only in
accordance with the laws of the relevant jurisdiction. It is the responsibility of those shareholders wishing to accept an
offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the
proposed combination.




                                                               7

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